Fitch Ratings has downgraded three classes and affirmed 19 classes of Wachovia Bank Commercial Mortgage Trust (WBCMT 2006-C28) commercial mortgage pass-through certificates series 2006-C28. A detailed list of rating actions follows at the end of this press release.

KEY RATING DRIVERS

Downgrades reflect an increase in overall expected losses for the pool primarily associated with loans in special servicing in addition to deteriorating performance of the largest loan in the pool. The affirmations reflect sufficient credit enhancement in light of increasing Fitch expected losses. Fitch modeled losses of 17.8% of the remaining pool; expected losses on the original pool balance total 17.0%, including $86.1 million (2.4% of the original pool balance) in realized losses to date. Fitch has designated 51 loans (28.1%) as Fitch Loans of Concern, which includes 20 specially serviced assets (20.1%). Of the 20 assets in special servicing, 16 of the assets are REO, accounting for 19.8% of the total pool balance.

As of the December 2013 distribution date, the pool's aggregate principal balance has been reduced by 18.1% to $2.95 billion from $3.6 billion at issuance. No loans are defeased. Interest shortfalls are currently affecting classes E through Q.

The largest contributor to expected losses is the specially-serviced Four Seasons Resort and Club - Dallas asset (5.9% of the pool) which is a 431 room full-service hotel located in Irving, TX. The collateral includes two 18-hole golf courses and a 176,000 sf members-only sports complex. Smith Travel Research (STR) reported a September 2013 TTM occupancy of 63.2% with an average daily rate of (ADR) $246.70. The asset transferred to special servicing in October 2009 for imminent default and subsequently became REO in June 2010. The asset is being included in the pending bulk asset sale by the servicer, CWCapital.

The next largest contributor to expected losses is The Gas Company Tower loan (7.8%), which is secured by a 1.3 million sf class A office tower located in downtown Los Angeles, CA. As of October 2013, occupancy declined to 72% from 82% in June 2013. DSCR as of June 2013 was 0.99x. Morrison & Forrester LLP (11% of the NRA) vacated the premises at lease expiration in September 2013 and Sidley Austin (15% of the NRA) downsized by approximately 27,800 SF in December 2013. The loan was current as of the December 2013 remittance date. The loan is sponsored by Brookfield Office Properties.

The third largest contributor to expected losses is the specially-serviced Montclair Plaza asset (6.4%), which is a 1.4 million square foot regional mall located in Montclair, CA, approximately 30 miles east of Los Angeles. The mall is anchored by Nordstrom, Macy's, JC Penney and Sears. As of November 2013, the mall was 72% occupied with DSCR of 1.25x. The asset is being included in the pending bulk asset sale by the servicer.

RATING SENSITIVITY

Rating Outlooks on classes A-2 through A-M remain Stable due to sufficient credit enhancement and continued paydown. Distressed classes (those rated below 'B') may be subject to further downgrades as additional losses are realized. Losses on the majority of REO assets may be realized in the coming months due to the pending bulk asset sale by CWCapital.

Fitch downgrades the following classes and revises Rating Outlooks as indicated:

--$359.5 million class A-M to 'BBsf' from 'BBB-sf'; Outlook to Stable from Negative;

--$22.5 million class B to 'CCsf' from 'CCCsf', RE 0%;

--$58.4 million class C to 'Csf' from 'CCsf', RE 0%.

Fitch affirms the following classes but assigns REs as indicated:

--$278.6 million class A-J at 'CCCsf', RE 40%.

Fitch affirms the following classes as indicated:

--$67.1 million class A-2 at 'AAAsf'; Outlook Stable;

--$119 million class A-PB at 'AAAsf'; Outlook Stable;

--$215 million class A-3 at 'AAAsf', Outlook Stable;

--$802.2 million class A-4 at 'AAAsf'; Outlook Stable;

--$504.5 million class A-1A at 'AAAsf'; Outlook Stable;

--$250 million class A-4FL at 'AAAsf'; Outlook Stable;

--$31.5 million class D at 'Csf', RE 0%;

--$49.4 million class E at 'Csf', RE 0%;

--$40.4 million class F at 'Csf', RE 0%;

--$40.4 million class G at 'Csf', RE 0%;

--$40.4 million class H at 'Csf', RE 0%;

--$44.9 million class J at 'Csf', RE 0%;

--$18 million class K at 'Csf', RE 0%;

--$8.4 million class L at 'Dsf', RE 0%;

--$0 class M at 'Dsf', RE 0%;

--$0 class N at 'Dsf', RE 0%;

--$0 class O at 'Dsf', RE 0%;

--$0 class P at 'Dsf', RE 0%.

The class A-1 certificates have paid in full. Fitch does not rate the class Q and FS certificates. Fitch previously withdrew the rating on the interest-only class IO certificates.

Additional information on Fitch's criteria for analyzing U.S. CMBS transactions is available in the Dec. 11, 2013 report, 'U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria', which is available at 'www.fitchratings.com' under the following headers:

Structured Finance >> CMBS >> Criteria Reports

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' (May 24, 2013);

--'U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria' (Dec. 11, 2013).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661

U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=724961

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=814819

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Fitch Ratings
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David Ro
Associate Director
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Fitch Ratings, Inc.
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Britt Johnson
Senior Director
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